Can a single-member limited liability company be an organization that authorizes multiple managers?

1. What is a one-member limited liability company?

According to Article 74 of the Law on Enterprises 2020, the regulations on one-member limited liability company are as follows:

“Article 74. One-member limited liability company

1. A one-member limited liability company is an enterprise owned by an organization or individual owner (hereinafter referred to as the company owner). The company owner is responsible for the debts and other property obligations of the company within the company’s charter capital.

2. A single-member limited liability company has legal status from the date of issuance of the Business Registration Certificate.

3. A single-member limited liability company is not allowed to issue shares, except for suitable for conversion into a joint stock company.

4. A one-member limited liability company is entitled to issue bonds in accordance with the provisions of this Law and other relevant laws; the issuance of individual bonds according to the provisions of Article 128 and Article 129 of this Law.”

Accordingly, a one-member limited liability company is an enterprise owned by an organization or an individual. owner (hereinafter referred to as company owner). The company owner is responsible for the company’s debts and other property obligations within the company’s charter capital.

2. How is capital contribution to establish a one-member limited liability company regulated?

According to Article 75 of the Law on Enterprises 2020, the regulations on capital contribution to establish a single-member limited liability company are regulated as follows:

“Article 75. Capital contribution to establish a company

1. charter capital of a liability company Limited to one member when registering to establish a business is the total value of assets committed to contribute by the company owner and recorded in the company’s charter.

2. The company owner must contribute capital to the company in full and with the right type of assets as committed when registering to establish a business within 90 days from the date of issuance of the Business Registration Certificate, excluding the time of transporting and importing assets to contribute capital, and carrying out administrative procedures to transfer asset ownership. During this period, the company owner has rights and obligations corresponding to the committed capital contribution.

3. In case of failure to fully contribute charter capital within the time limit specified in Clause 2 of this Article, the company owner must register to change charter capital equal to the value of the contributed capital within 30 days from the last day to fully contribute charter capital. In this case, the owner must be responsible in proportion to the committed capital contribution for the company’s financial obligations arising during the period before the last date the company registered to change its charter capital according to the provisions of this Clause.

4. The company owner is responsible with all of his assets for the company’s financial obligations and damages caused by not contributing, not contributing in full, or not contributing on time to the charter capital as prescribed in this Article.”

Accordingly, the charter capital of a one-member limited liability company when registering to establish a business is the total value of assets committed to contribute by the company owner and recorded in the company’s charter. The company owner must contribute capital to the company in full and with the right type of assets as committed when registering to establish a business within 90 days from the date of issuance of the Business Registration Certificate, excluding the time of transporting and importing assets to contribute capital, and carrying out administrative procedures to transfer asset ownership. During this period, the company owner has rights and obligations corresponding to the committed capital contribution. The company owner is responsible with all of his assets for the company’s financial obligations and damages caused by not contributing, not contributing in full, or not contributing on time to the charter capital.

3. Can a single-member LLC be an organization that authorizes multiple managers?

According to Article 79 of the Law on Enterprises 2020, the organizational and management structure of a single-member limited liability company owned by an organization is as follows:

“Article 79. Organizational and management structure of a one-member limited liability company owned by an organization

1. A single-member limited liability company owned by an organization is managed and operated by one of the following two models:

a) Company President, Director or General Director;

b) Board of members, Director or General Director.

2. For companies whose owner is a state-owned enterprise as prescribed in Clause 1, Article 88 of this Law, a Control Board must be established; Other cases are decided by the company. The organizational structure, working regime, standards, conditions, dismissal, dismissal, rights, obligations, and responsibilities of the Supervisory Board and Controllers are implemented accordingly in accordance with the provisions of Article 65 of this Law.

3. The company must have at least one legal representative who holds one of the following positions: Chairman of the Board of Members, Company President or Director or General Director. In cases where the company charter does not stipulate, the Chairman of the Board of Members or the President of the company is the legal representative of the company.

4. In cases where the company charter does not stipulate otherwise, the organizational structure, operations, functions, rights and obligations of the Board of members, company President, Director or General Director shall comply with the provisions of this Law.”

Accordingly, a single-member limited liability company owned by an organization is organized and managed and operates according to one of the following two models:

– Chairman company, Director or General Director;

– Board of members, Director or General Director.

The company must have at least one legal representative who holds one of the positions of Chairman of the Board of Members, President of the company or Director or General Director.